SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): MAY 16, 2013

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POWDER RIVER COAL CORP.

(Exact name of Company as specified in its charter)



Florida	000-54257	27-3079741
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	123 W. 1st Street, Suite 675 Casper, WY 82601
	(Address of principal executive offices)
	(307) 459-0571
	(Company’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreement.

On May 16, 2013, Powder River Coal Corp. (the “Company”) closed a private placement of 360,000 units (the “Units”) at $0.25 per Unit for a total offering price of $90,000. Each Unit will consist of one common share in the capital of the Company and one common share purchase warrant (the “Warrant”) that is subject to adjustment. One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, a “Warrant Share”), for a period of three (3) years commencing from the Closing, at a price per Warrant Share of $1.25 per Warrant Share. The Units were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by one non-U.S. person.

For all the terms and provisions of the private placement, reference is hereby made to such document annexed hereto as Exhibits 10.1. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibit.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Private Placement and sale of the Shares is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description


10.1	Form of Private Placement Subscription Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

POWDER RIVER COAL CORP.

Date: May 17, 2013

By: /s/ Andrew Grant

Andrew Grant

President & CEO

Powder River Coal Corp. 8-K